GROUP ASSIGNMENT

Business Law Fundamentals

Class: FIN1402
Suject: LAW101
Lecturer: Mr. Dao Trong Khoi

Members of Group:
Hoàng Thị Ngọc Oanh HS140570
Ngô Thị Hà Trang SS140376
Ninh Đức Sang HS140523
Phan Thị Thanh Phương HS140552
Đào Xuân Đạt HS140164
Bùi Thùy Trang HS140424
Trần Thị Trang HS140045
Lê Minh Trang HS140444
Lê Thị Hương HS140412
Nguyễn Ngọc Bình SE04190

Date: 29/10/2021
Total word-count: words

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 Tittle

Name of judgment: Mueller v. Karns, 873 NE 2d 652 - Ind: Court of Appeals 2007

 Case number: No. 29A02-0702-CV-196.

 Case date: September 17, 2007.
 Court of Appeals of Indiana.

Content

I. Literature review..................................................................................... 3
II. Background.............................................................................................. 3
III. Issue/ Fact.............................................................................................. 4
IV. Own analysis......................................................................................... 5
1. Plaintiff argued that Muller's refusal was invalid because at the
time Muller refused, a mail contract was already in place......................5
2. Concerning Karn's consulting fees!.....................................................6
V. Reference.................................................................................................. 7

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1. Literature review
 Contract requirement: the basic requirements for a contract to be able to form are offer,
acceptance, consideration, and meeting of the minds of the contract parties.
 State of Frauds provided that a person may not bring an action involving any contract that
cannot be performed within one year from the making of the agreement “unless the
promise, contract, or agreement on which the action is based, or a memorandum or note
describing the promise, contract, or agreement on which the action is based, is in writing
and signed by the party against whom the action is brought or the party’s authorized age.

2. Background
1. Court: Court of Appeals of Indiana

2. Plaintiffs: William Karns

3. Defendants:
Michael Antrim
4. Short overview of the case:
 Michael Antrim asked William Karns to help Martin Marietta Materials determine the
proper royalty and it was successful when Antrim negotiated and signed a contract
paying 6 to 6.5 percent royalty. Despite no agreement on a fee for Karns’s service, Karns
then sent a letter stating his fee was one cent for every ton of materials extracted as long
as extraction continued. However, Antrim denied having accepted that offer. Antrim sent
Karns a check for $25000 after 6 months but Karns did not cash. 4 years later, in legal
proceedings, Karns alleged his letter constituted a binding contract because Antrim did
not reject it. The judgment of the trial court is reversed and remanded with instructions to
hold a hearing on the amount of compensation to which Karns is entitled, with a
minimum of $2500 and a maximum of $25,000. Nevertheless, Antrim did not agree with
the judgment of the trial court, so he offered to be prejudged in the Court of Appeals.

3. Issue/ Fact
4. ISSUE:
Were plaintiff's bound by the arbitration clause of defendant's letters?

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5. FACT:
 We are on behalf of Michael Antrim, the attorney for the Conservatorship of Helen
Moffitt Mueller. In 1998, the Conservatorship of Mueller (Conservatorship) entered into
lease negotiations with Martin Marietta Materials (Martin) for the mining of sand, gravel,
and other material on land owned by the Conservatorship. Lease negotiations were
handled by Michael Antrim, the attorney for the Conservatorship.
 Sometime in 1998, Martin sent Antrim a proposed lease, which provided for a 4% royalty
to be paid to the Conservatorship. October 1998, Antrim and Karns reviewed Martin’s
proposed lease, and both men made handwritten notations on the draft.
 In November 1999 the draft lease contract was implemented. December 16, 1999, Karn
sent a letter to Muller about fee agreements, but Muller's side was rejected.
 On December 15, 1998, a telephone call between Antrim and Karns was recorded by
Antrim. It stated that Karns wanted a scholarship fund established in his wife’s name
rather than payment to him.
 On May 27, 1999, the royalty negotiations concluded when Antrim and Furlong agreed
that the Conservatorship would receive a 6% royalty, which would increase to 6.5% after
ten years.
 On November 8, 1999, the co-conservators signed a proposed draft of the lease, which
Antrim then sent to Furlong. The parties added a force majeure clause to the lease, which
was executed with an effective date of January 1, 2000.
 At trial, Karns agreed to leave it up to Antrim to come up with a reasonable time and way
of payment.
 On December 16, 1999, Karns sent a letter to the Conservatorship, which stated the term
of the agreement ($.01 per ton of all minerals from Mueller farm, as long as minerals are
extracted and sold, the minimum fee would be $7500.00 per year)
 In mid-January 2000, within three weeks of the receipt of the Letter, Antrim told Karns
during a telephone call that the fee proposal was rejected.
 Until July 31, 2001, Antrim sent Karns a letter stating, “Enclosed please find a check
made payable to you in the amount of $25,000 which represents payment in full for all
consultation services rendered to date in regard to the [Martin]/Mueller Lease
negotiations.”
 Until July 31, 2001, Antrim sent Karns a letter stating, “Enclosed please find a check
made payable to you in the amount of $25,000 which represents payment in full for all
consultation services rendered to date in regard to the [Martin]/Mueller Lease
negotiations.”
 Appellant’s App. p. 10. Karns argued that the Letter constitutes a binding contract
because Antrim failed to successfully reject Karns’s offer; consequently, the Estate is
bound to the Letter’s terms. The trial court agreed. Following an October 17, 2006, bench
trial, on January 9, 2006, the trial court found in Karns’s favor and made Antrim pay the
service fee for Karns.

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  However, The Letter is not signed by an agent for the Conservatorship. In fact, it is not
even signed by Karns. Consequently, even if the Letter constituted a contract, the Statute
of Frauds would prevent its enforcement. Thus, we find that the trial court erroneously
enforced the Letter as a binding contract against the Estate. As a result, Finding that
Karns’s offer was never accepted, that even if there was a contract its enforcement is
barred by the Statute of Frauds and that Karns is entitled to quantum meruit
compensation but failed to provide evidence supporting the valuation of his services apart
from evidence that he has received between $2500 and $10,000 on past projects, we
reverse the judgment of the trial court and remand with instructions to hold a hearing on
the amount of compensation to which Karns is entitled, with a minimum of $2500 and a
maximum of $25,000.

6. Own analysis
1. Plaintiff argued that Muller's refusal was invalid because at the time Muller
refused, a mail contract was already in place.
We consider Muller's refusal to be null and void because at the time of Muller's refusal, a mail
contract was already in place. Although they later sent Plaintiff Karn a check for $25,000, our
client refused to accept it. The lawyer believes that the Muller party has breached the contract by
mail and has not performed properly according to the content of the written contract.
Specifically:
After receiving the executed draft of the lease in November 1999, Karns sent a letter to the
Conservatorship on December 16, 1999 (the Letter), which states, in relevant part, as follows:
My consulting fee for the Mueller property is one cent ($.01) per ton for all minerals, clay, and
topsoil extracted and sold from the Mueller farm. The term of this agreement will be for twenty
(20) years starting January 1, 2000.

If minerals are still extracted and sold after 20 years the same rate per ton will prevail as long as
minerals are extracted and sold.

The minimum annual fee will be $7500.00 per year.

***

Upon my death the payments will be divided equally between my children....

Given Karns's estimate that there are 77.1 million tons of material to be excavated from the
property, this fee proposal means that Karns would receive approximately $771,000 over the
next two or more decades, without regard to how long he lives. However, so far our client has
not received the above fee.

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From: 16/12/99 - 1/1/2000 is considered a reasonable time to deny a request; Antrim declined the
request on 15/01/2000 => the request is considered approved. But In mid-January 2000, within
three weeks of the receipt of the Letter, Antrim told Karns during a telephone call that the fee
proposal was rejected. We believe that after January 1, 2000, Muller's rejection of the petitioner's
agreement was invalid because:
 They had the opportunity to refuse Karn's consulting services before the effective date of
the agreement, but they did not. They kept silent until the 15 ms announcement.
 Additionally, Antrim's letter to Martin indicates that the lease is "finally reviewed and
approved by the consultant, Bill Karns, to the satisfaction of the Co-Conservators in their
sole discretion. This provision is added. into the contract… , made with the effective date
of the contract January 1, 2000.
 When the Muller management agency received the letter, it did not refuse immediately,
instead continuing to accept the benefits of Karns' work, until the contract was officially
signed and effective.
 Subject to the (Second) Amendment of the Agreement includes the following with
respect to silent acceptance. Where the offeree does not respond to the offer, his silence
and inaction shall only be considered acceptance in the following cases:
 Where the offeree takes advantage of, of the services provided, with a reasonable
opportunity to refuse them and give reasons to know that he or she was provided
with the expectation of compensation. This proves that they agree to the letter
agreement, and the mail contract is formed. Thus the defendant owed the client -
Karns the amount as agreed in the letter.

2. Concerning Karn's consulting fees!

Consulting fee for lease negotiations on behalf of Deceased's conservatorship currently due in
the amount of Thirty-Seven Thousand Dollars ($37,000), plus interest. Claimants are also
entitled to annual payments based on production of aggregate product with a minimum of Seven
Thousand Five Hundred Dollars ($7,500) per year.
Karn's client is only asking to receive $0.01/ton of raw material mined after helping Antrim sign
a royalty contract of 6-6.5%. The 20-year fee that Karn's client receives of $771,000 may sound
like a big deal, but compared to the increased contributions to Antrim, it's still very modest. The
attorney argued that this was a reasonable fee and that Karn's client deserved his remuneration.
 Quantum meruit means: “Court order or a provision in a contract that the client or
customer should pay proportionately for a partially completed contract or order. This rule
may not be applicable where it is essential that an order is completed or a contract is
performed in full. Latin for, as much as deserved.”
 An equitable remedy that provides compensation for illicit enrichment. Damage is
awarded for an amount deemed reasonable to compensate a person who provided services
in a semi-contractual relationship.

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  Unjust enrichment occurs when Party A confers a benefit upon Party B without Party A
receiving the proper restitution required by law. This typically occurs in a contractual
agreement when Party A fulfills his/her part of the agreement and Party B does not fulfill
his/her part of the agreement.
As it clearly appears from this definition of illegal enrichment, when a party benefits from
something without justification, that party will be legally required to restitute the benefits
received further to an unjust enrichment recourse.
In this case, Karn charges not based on hours worked, but on years of experience and the value
of the lease he obtained for Mueller. Thanks to Karns, Mueller placed an agreement between 4%
- 6% (maybe up to 6.5% in the following years). Plaintiff only requested to receive 0.01$/ton.
We think the amount of $37k, plus interest and % of rental yield is completely reasonable.

3. Reference
1. Indiana., C.of A.of, 2007. Mueller v. Karns: 873 n.e.2d 652 (2007): E2D65211519.).
Retrieved October 17, 2021, from:
https://www.leagle.com/decision/20071525873ne2d65211519
2. Anon, Indiana code title 32. property § 32-21-1-1. Findlaw. Retrieved October 17, 2021,
from: https://codes.findlaw.com/in/title-32-property
3. Anon, Mueller v. Karns, 873 n.e.2d 652. CourtListener. Retrieved October 17, 2021,
from: https://www.courtlistener.com/
4. Anon, Quantum Mercuit. Retrieved October 17, 2021, from:
https://uk.practicallaw.thomsonreuters.com/
5. Miner, M., Restatement second of contracts § 69. I outline Retrieved October 17, 2021,
from: https://matthewminer.name/law/